Expected Intention to Float
Summary by AI BETAClose X
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of Rule 3.3 of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended ("FSMA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into the United States, Canada, Australia, South Africa or Japan.
Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus approved by the FCA (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Shawbrook Group plc (the "Company" and, together with its subsidiaries, the "Group" or "Shawbrook") in due course in connection with a possible offer of ordinary shares in the Company ("Shares") and the possible admission of such Shares to the Official List of the FCA in the equity shares (commercial companies) category and to trading on the Main Market for listed securities of the London Stock Exchange plc. A copy of any Prospectus published by the Company will, if published, be available for inspection on the Company's website at https://www.shawbrook.co.uk/investors/, subject to certain access restrictions.
6 October 2025
Shawbrook Group plc
Announcement of Intention to Publish a Registration Document and Expected Intention to Float on the Main Market of the London Stock Exchange
Shawbrook Group plc, the high-growth, high-return UK digital banking platform, announces that it is considering an initial public offering (the "IPO" or the "Offer") and that it intends to publish today a registration document (the "Registration Document"). The Company is considering applying for admission of its ordinary shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").
Shawbrook highlights
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Shawbrook is a differentiated UK digital banking platform, combining scale and diversity across large and growing markets, sophisticated underwriting and credit excellence, next-generation technology and data capabilities, an entrepreneurial culture and selective, value-accretive M&A to deliver high-growth and high-returns at scale.
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As a result of Shawbrook's unique strengths, the Group has established a proven track record of delivering high growth and high returns. From 31 December 2013 to 30 June 2025, the Group grew its loan book1 significantly from £1.4 billion to £17.0 billion, whilst simultaneously delivering growth in its underlying profit before tax at a compound annual growth rate ("CAGR") of 30 per cent. and a 20 per cent. median adjusted return on tangible equity.2
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Since its founding, Shawbrook has built scale and a diversified product suite in carefully selected market segments, from structured credit facilities for both fast-growth and established businesses to mortgages for professional landlords, property investors, and individual homeowners with more complex income and credit profiles, as well as motor finance in the specialist mass market and high-end luxury segments, all underpinned by underwriting excellence, data-driven risk management, and next generation technology.
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Shawbrook serves a significant and growing total addressable market ("TAM") of approximately £296 billion in loan stock3 with lending products that support the UK economy. The Group has leveraged its differentiated customer proposition to grow its estimated share of lending stock over time and the Group estimates that, as at 31 December 2024, it had an average market share of its TAM of approximately 5 per cent. of loan stock and 7 per cent. of new lending flows. Maintaining a higher share of new lending flows than its current share of existing loan stock in a given market should naturally grow Shawbrook's share of the loan stock as it wins a greater share of new originations and existing loans are repaid.
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The Group has technology at its core and has built a well-invested, efficient and scalable digital platform that is purpose-built to deliver strong risk management capabilities and excellent customer experiences to support agile and efficient growth. Significant investment in the Group's technology capabilities since 2017 has transformed the Group into a digitally enabled bank which is able to drive growth at low incremental costs.
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Credit excellence is a core part of Shawbrook's model, combining deep human expertise in its selected markets with next generation technology and data capabilities to deliver sophisticated underwriting. This enables Shawbrook to price risk appropriately and pursue diverse growth opportunities within a disciplined risk framework, which has supported its long-term track record of low loan losses. From 1 January 2013 to 30 June 2025, the Group had a median cost of risk of 47 basis points, and incurred net write offs of just £243 million on cumulative loan originations of £37 billion.
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Shawbrook is led by an experienced, entrepreneurial and innovative management team, with a combination of expertise in specialist lending, financial markets, technology and data, risk management and institutional and regulatory banking that fosters innovation and attracts exceptional talent.
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Shawbrook has a strong track record of value-accretive, selective M&A. The Group has a proven ability to identify, acquire and supercharge lending platforms, making M&A a key strategic advantage. Shawbrook has completed 24 M&A transactions, adding capabilities and expanding its TAM.4 Most recently, this includes the Group's acquisition of ThinCats Group Limited ("ThinCats"), a leading UK FinTech specialist lender to SMEs, which was completed on 30 September 2025. Shawbrook is well placed to lead further consolidation in the market given its active pipeline of potential M&A opportunities and its proven ability to identify, acquire and supercharge lending platforms.
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The Group aims to continue its trajectory of high-growth and high-returns, with a target to almost double the size of its loan book5 to approximately £30 billion by the end of its financial year ended 31 December 2030 (the "30 by 30 Target"). Over the medium term,6 the Group's ambition is to achieve mid-to-high teens growth per annum in underlying profit before tax and an adjusted return on tangible equity in the high teens7.
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Marcelino Castrillo, Chief Executive Officer, said:
"When Shawbrook was founded, we saw that large parts of the UK economy were unable to access the capital needed to grow. Since then, we have created a scaled and diversified banking platform, combining next generation technology with deep human expertise, that makes us uniquely placed to provide our customers with the flexibility, speed and certainty they need.
"The strength of our platform has enabled us to deliver a long track record of sustainable, profitable growth through a wide variety of macro conditions. We have transformed the size of our loan book as we've won share, entered new markets and expanded our capabilities through strategic acquisitions; we have built a trusted and attractive savings proposition that provides us with a stable and scalable funding base; and the significant investment in our digital platform provides excellent risk management capabilities and strong operating leverage.
"Looking ahead, we are as excited as we have ever been. We have achieved real scale, and our current markets are large and growing, supported by attractive tailwinds. We also see a significant opportunity to bring Shawbrook's offering to new types of customers. The entrepreneurial spirit that has driven our growth remains at the heart of how we operate and we have ambitious plans for the future. An IPO would mark an important milestone in our journey."
Potential offer highlights:
Should Shawbrook proceed with an IPO, the current expectation is that:
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The Company's Shares would be admitted to the equity shares (commercial companies) category of the FCA's Official List and to trading on the Main Market of the London Stock Exchange.
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The Offer would comprise new Shares to be issued by the Company and existing Shares to be sold by the Company's existing sole shareholder, Marlin Bidco Limited.
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The Offer would be made to qualified institutional buyers in the United States in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") and to certain institutional investors in the United Kingdom and elsewhere outside of the United States in reliance on Regulation S under the Securities Act.
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The Offer would also be made to retail investors resident in the United Kingdom only (in reliance on Regulation S under the Securities Act) through Retail Book Limited's ("RetailBook") partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation in the Offer (the "Retail Offer").
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Any additional details in relation to the Offer, together with any changes to corporate governance arrangements, would be disclosed in a Confirmation of the Intention to Float announcement and/or in a Prospectus, if and when published.
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Immediately following Admission, the Company would have a free float of at least 10 per cent. of its issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices.
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The Company has engaged Ardea Partners International LLP as financial adviser, Goldman Sachs International as Sponsor, Joint Global Coordinator and Joint Bookrunner, Barclays Bank PLC as Joint Global Coordinator and Joint Bookrunner, and Stifel Nicolaus Europe Limited (trading as KBW), Deutsche Bank AG, London Branch (trading as Deutsche Numis) and UBS AG, London Branch as Joint Bookrunners.
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The Company intends to publish today a Registration Document, a copy of which will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at https://www.shawbrook.co.uk/investors/, subject to certain access restrictions.
More information on how to participate in the Retail Offer, if made, as well as how to sign up for notifications concerning any Retail Offer, will shortly be made available here: https://www.retailbook.com/EITF/shawbrook.
Reasons for considering a potential offer
Shawbrook believes that an IPO would, if completed, position the Group well for the next stage of its evolution, supporting its ambitious growth plans. An IPO is expected to further enhance Shawbrook's profile and brand recognition and help the Group continue retaining and incentivising key management and employees, as well as providing Shawbrook with access to a wider range of potential sources of capital. An IPO would, if completed, naturally also allow Shawbrook's existing sole shareholder, Marlin Bidco Limited, to realise part of its investment in Shawbrook, after many years of success and investment under private ownership.
Access to supplemental information for bona-fide, unconnected research analysts
Unconnected research analysts can obtain additional information, including details of a potential presentation which will be held by Shawbrook on 8 October 2025. Please contact Murray Long (IR@shawbrook.co.uk) if you are an unconnected research analyst and would like to receive access to the information. The Company reserves the right to not hold the in-person management presentation.
Investment case
A scalable platform with a consistent track-record of loan book growth
Shawbrook has a demonstrated ability to grow at scale, having grown its loan book significantly and sustainably from £0.1 billion as at 31 December 2011 to £17.0 billion as at 30 June 2025.8 The Group has also continued to grow new loan originations across its Commercial and Retail franchises, with current implied annualised originations of approximately £5.8 billion.9
Diversified business mix
The Group's growth has historically been driven by the diversified nature of the Group's loan book, with access to multiple, diverse growth opportunities. The Group offers a diversified range of lending products and services through its Commercial and Retail franchises, which operate across four lending segments (SME, Real Estate, Retail Mortgage Brands and Consumer Finance) and a total of 13 customer verticals. As at 30 June 2025:
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the Commercial franchise represented £10.5 billion (Real Estate: £7.2 billion; SME: £3.3 billion), or 61 per cent. of the Group's total loan book; and
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the Retail franchise represented £6.6 billion (Retail Mortgage Brands: £5.6 billion; Consumer Finance: £1.0 billion), or 39 per cent. of the Group's total loan book.10
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Proven track record of high risk-adjusted margins
Shawbrook has demonstrated the ability to grow while managing and pricing risk appropriately. Coupled with its ability to access low-cost and stable deposit funding, this has allowed the Group to deliver attractive risk-adjusted-returns while simultaneously entering new markets, achieving significant loan book growth and experiencing periods of macroeconomic uncertainty such as Brexit, the COVID-19 pandemic and rate cycle changes against the backdrop of geopolitical tensions.
From 31 December 2013 to 30 June 2025, for example, the Group's total loan book grew from £1.4 billion to £17.0 billion (including structured asset sales). Further, from 1 January 2013 to 30 June 2025, the Group achieved cumulative loan originations of £37 billion and maintained a median net interest margin of 5.1 per cent. while, during the same period, incurring net write-offs of just £243 million and maintaining a median cost of risk of 47 basis points. The Group's ability to manage and price risk appropriately while growing its business is underpinned by its mature, technology-enabled risk management framework which has evolved to respond to macroeconomic uncertainties and growth in the Group's business.
Operating leverage and technology-enabled efficiencies
The Group has invested over £260 million in its technology capabilities since 2017, including £135 million in its last three financial years.11 This significant investment has transformed Shawbrook into a digitally enabled bank which is able to drive growth at low incremental costs, delivering significant operating leverage. This is reflected in the longer-term trend in the Group's underlying cost:APE ratio, which has more than halved from 3.7 per cent. in the Group's financial year ended 31 December 2013 to 1.7 per cent. in the six months ended 30 June 2025, as well as the Group's declining underlying cost to income ratio, which was 40.0 per cent. in the six months ended 30 June 2025 (down from 64.9 per cent. in the financial year ended 31 December 2013).12
In recent years, Shawbrook has continued to see the rate of growth in its net operating income outpace growth in its administrative expenses, and Shawbrook's directors (the "Directors") believe that the Group's investments in its technology capabilities will continue to provide significant operating leverage going forward.
Proven delivery of returns
The Group has a proven track record of delivering strong underlying returns on tangible equity and growth in profit before tax. The Group delivered a 20 per cent. median adjusted return on tangible equity13 between 31 December 2013 and 30 June 2025 across different rate backdrops, challenging macroeconomic conditions and cyclical trends, while simultaneously delivering growth in its underlying profit before tax across the same period at a CAGR of 30 per cent.
Diversified and scalable funding platform
The Group's lending activities are funded by a stable and scalable funding base, principally comprising retail customer deposits. Shawbrook's savings business is a trusted brand that deposit holders have continued to gravitate towards, and the Group had £16.7 billion of customer deposits as at 30 June 2025 (representing 92 per cent. of the Group's funding liabilities). Shawbrook operates in attractive sub-segments of a large and growing UK deposit market where it commands a small estimated market share within its TAM of 3.4 per cent. (as at 31 December 2024), which provides significant headroom for further growth of the deposit base to support further loan book growth. The Group has successfully been able to access wholesale funding and the proceeds of securitisation transactions to generate additional liquidity and support funding diversity where accretive to do so.
Strong capital position
Shawbrook has a strong regulatory capital position which provides flexibility for future growth: as at 30 June 2025, the Group maintained a Common Equity Tier 1 ("CET1") ratio of 13.1 per cent., representing a regulatory capital surplus of approximately £363 million (or 3.4 per cent. of risk-weighted assets) in excess of its CET1 requirement, and a total capital ratio of 15.8 per cent., representing a total capital surplus of £222 million (or 2.1 per cent. of risk-weighted assets) in excess of its total capital requirement. The Group operates a low leverage business model, with a leverage ratio of 8.1 per cent. as at 30 June 2025, well in excess of the Group's minimum requirement of 3.25 per cent.
The Group expects its CET1 ratio to remain within its target range of between 12 per cent. and 13 per cent. (towards the lower end of that range) in the immediate term, following completion of its acquisition of ThinCats. Should Shawbrook proceed with an IPO, the Group's CET1 ratio is expected to be in the middle of the target range on Admission as a result of receiving proceeds from the issuance of new Shares, assuming that the primary element of the Offer is taken up in full.
Embedded growth provides visibility into, and supports, the achievement of the Group's loan book targets
The Group's medium-term target14 is to achieve loan book growth in the low double digits per annum, with an ambition to almost double the size of its total loan book (including structured asset sales) to approximately £30 billion by the end of the Group's financial year ended 31 December 2030. The Directors believe that there is embedded loan book growth which is inherent in the Group's business - that is, organic growth which is deliverable without incremental acceleration in the Group's origination run rate and assumes no inorganic growth.
As at 30 June 2025, the Group had an implied annual loan origination run rate of £5.8 billion per annum.15 If this implied origination run rate remained constant until the end of 2030 (i.e., assuming no incremental growth in the Group's annual loan originations), the Group estimates that its loan book (including structured asset sales) would grow from £17.0 billion at 30 June 2025 to approximately £23 billion at 31 December 2030, comprising a back book of approximately £2 billion16 and a front book of approximately £21 billion.17
The Group estimates that new lending flows in its current TAM will grow at a CAGR of approximately 4 per cent. in the medium term, which the Directors believe should support strong overall growth in originations and, in turn, fuel further growth in the Group's loan book. Applying this CAGR of 4 per cent. to the front book of approximately £21 billion which is estimated to be achieved by 31 December 2030 implies further growth in the loan book (including structured asset sales) of approximately £4 billion.
The Directors believe that the combination of the above factors suggests that the Group could, through embedded growth, achieve a loan book (including structured asset sales) of up to approximately £27 billion by 2030, representing approximately 90 per cent. of the Group's 30 by 30 Target. Achieving the 30 by 30 Target would require the Group's loan book (including structured asset sales) to grow at a CAGR of approximately 11 per cent. from 30 June 2025 to 31 December 2030, compared to the loan book CAGR of 18 per cent. which the Group achieved from 31 December 2017 to 30 June 2025.
Medium term targets
In addition to its 30 by 30 Target, Shawbrook's medium term18 ambition is to achieve an adjusted return on tangible equity in the high teens19 and mid-to-high teens growth per annum in underlying profit before tax, in part through improving its underlying cost-to-income ratio to the mid-30s percentage range (from an expected high-30s percentage range in FY25, excluding the impact of one-off staff related costs). The Group aims to achieve this while maintaining a CET1 ratio of between 12 per cent. and 13 per cent., giving the Group flexibility to allocate capital to further investments into the business to drive organic and inorganic growth, as well as to pay a progressive dividend starting from FY26.
Strategy
Shawbrook has a clear and focused strategy designed to continue its trajectory of high-growth and high-returns and to achieve its 30 by 30 Target. This strategy is built on five key pillars: delivering embedded growth inherent in the business; winning market share in growing markets; driving incremental growth through expansion into new and adjacent products and markets; leveraging the Group's technology and digital investments to drive improvements in the Group's cost to income ratio; and continuing to employ M&A as a strategic advantage.
Delivering embedded growth inherent in the business
The Directors believe there is significant embedded growth potential inherent in the Group's business, which is underpinned by current origination volumes and expected growth in the Group's existing markets. Shawbrook's strategy is to leverage this embedded growth potential to support the achievement of its 30 by 30 Target.
Winning market share in growing markets
The Group has a proven track record of, and intends to continue, growing its market share in its expanding target markets. The Group estimates that its TAM grew organically (i.e., excluding the effect of expansion into new market segments) from approximately £127 billion in loan stock as at 31 December 2017 to approximately £201 billion in loan stock as at 31 December 2024, demonstrating longer-term growth in its target markets. More recently, from FY23 to FY24, the Group estimates that its share of loan stock in its total addressable Real Estate lending market increased from 6.1 per cent. to 6.4 per cent., while the size of that market is estimated to have increased by approximately £7 billion during the same period. Similarly, from FY23 to FY24, the Group estimates that its share of loan stock in its total addressable SME lending market increased from 3.0 per cent. to 3.5 per cent., while the size of that market is estimated to have grown by approximately £2 billion during the same period.
The Directors believe that the Group is well-positioned to continue to leverage its differentiated digital and technology capabilities, specialist underwriting expertise and careful selection of key target markets to continue to grow its market share. This is supported by the Group's estimated share of new lending flows across its target markets when compared to its estimated share of existing loan stock. Across the Group's lending markets, the Group estimates that it has an average market share of its TAM of approximately 5 per cent. of loan stock and 7 per cent. of new lending flows. If the Group is able to maintain a higher share of new lending flows than its current share of existing loan stock in a given market, its share of the loan stock in that market should naturally grow organically as it wins a greater share of new originations and existing loans are repaid.
Drive incremental growth through optimising its existing product suite and expansion into new markets and adjacent product ranges
The Group believes there is an opportunity to drive incremental growth through optimising its existing product suite and expanding into new markets and adjacent product ranges. The ability of the Group to successfully deliver on this strategy is supported by its track record of expanding into new product verticals and enlarging its TAM. In 2017, the Group's TAM was approximately £127 billion in loan stock. As a result of market growth and the Group's expansion into new product verticals, such as motor finance, owner occupied mortgages, development finance, speciality finance and financial sponsors, the Group's lending TAM has grown to approximately £296 billion as at 31 December 2024.
The Group intends to develop its suite of products in markets where it has identified opportunities for strong risk-adjusted margins. Each new product offering or market entered is supported by the relevant underwriting and sector expertise within the Group and a strict governance and appraisal system used to enable the Group to successfully expand its business. The Group has a number of expansion opportunities it is currently considering across its franchises, including further development of specialist products in its existing markets (for example, growth finance and prime motor finance products, as well as finance products to support the development of co-living spaces), supporting its SME client base for longer, optimising the Group's existing product suite and entering into adjacent markets (such as transactional banking and flexible working capital solutions). The Directors believe that, by leveraging those opportunities and expected growth in the Group's target markets, there is an opportunity to continue to grow the Group's lending TAM to over £350 billion by 31 December 2030.
Significant investments in technology and digital driving operational leverage and customer experience
Shawbrook has invested over £260 million in its technology capabilities since 1 January 2017, with £135 million of this investment made in the last three financial years.20 This significant investment has transformed the Group into a digitally enabled bank which is able to drive growth at low incremental costs. This focus on investing in the Group's technology capabilities has delivered significant operating leverage, with the Group's underlying cost to income ratio improving from 45 per cent. in 2017 to 40 per cent. in H1 2025, and administrative expenses remaining stable when comparing the six months ended 30 June 2024 and 30 June 2025, respectively.21
Key levers of further cost optimisation in the medium term are expected to include ongoing innovation leveraging the Group's flexible technology platforms, which enable scalable deployment of new solutions at low incremental cost. Further efficiencies are anticipated through enhancing colleague capacity by leveraging AI, allowing automation of routine tasks, thereby freeing up staff for higher-value activities and increasing productivity. The Group's well-invested hybrid multi-cloud infrastructure is expected to support scalability, enabling efficient third-party integration, rapid development, and adaptability to evolving customer needs. Additionally, the expansion of datasets used in underwriting and risk monitoring is expected to strengthen risk assessment, improve predictive accuracy and support more proactive interventions.
In addition, the Group is able to deploy its proprietary Broker Hub, Lending Hub and digital savings platform to deliver a premium customer experience across its product spectrum.
Continuing to employ M&A as a strategic advantage by identifying acquisition opportunities and supercharging acquired businesses
Shawbrook has a proven ability to employ selective, value-accretive M&A as a strategy to enter attractive new markets and accelerate its growth in existing markets. Since 2011, the Group has completed 24 M&A transactions (including strategic acquisitions and forward flow facilities), generating £65 million in goodwill net of capital contributions from its acquired businesses.22 As at 31 December 2024, the businesses acquired by the Group since 2011 represented approximately 5 per cent. of the Group's tangible equity, with bolt on acquisitions since 2021 generating in excess of 20 per cent. of the Group's profit before tax.23
On 30 September 2025, the Group completed its acquisition of the entire issued share capital of ThinCats, a leading specialist lender with a strong track record in providing bespoke funding to established, growth-focused SMEs. The ThinCats acquisition represents a strategic investment in accelerating the growth of the Group's existing presence in the specialist SME lending market, underlining the Group's commitment to supporting UK SMEs with highly tailored finance facilities and relationship-led service. The acquisition is expected to deliver a highly attractive return on invested capital and is in line with the Group's stated M&A strategy of complementing its strong organic prospects with selective, value-accretive M&A.
Shawbrook's strategy is to supercharge acquired businesses by enhancing their distribution and underwriting capabilities in markets which the Group believes are highly profitable, providing them with access to the Group's stable, low-cost funding sources and, where appropriate, onboarding them onto the Group's technology and risk platforms to support operational efficiency and scalability. This strategy has historically allowed the Group to deliver significant growth in its acquired businesses, including The Mortgage Lender Limited ("TML") and Bluestone Mortgages Limited ("BML") (which together form the Group's Retail Mortgage Brands proposition) and JBR Capital Limited ("JBR Capital").
Since being acquired by the Group in 2021 and 2023, respectively, TML and BML have scaled significantly, increasing their combined annual originations from £0.5 billion to £1.5 billion,24 combined loan book from £1.5 billion to £5.6 billion and combined annual net operating income from £37 million to £112.3 million.25 Similarly, JBR Capital's loan originations grew by more than seven times from approximately £10 million in the six months prior to completion of the JBR acquisition to approximately £78 million in the six months immediately following completion of the JBR acquisition.
The Directors believe that the Group's demonstrable M&A capabilities represent a strategic advantage, which the Directors intend to continue to employ to support the delivery of the Group's overall growth strategy. The Group has identified a robust and diversified pipeline of opportunities across a wide variety of segments that provide optionality to accelerate its growth via M&A.
Footnotes:
1. Loan book (including structured asset sales).
2. Return on tangible equity computed on CET1 assuming target CET1 ratio of 12.5 per cent.
3. TAM as at 31 December 2024.
4. 24 M&A transactions includes strategic acquisitions and forward flow arrangements.
5. Loan book (including structured asset sales).
6. For this purpose, the Group models 'medium term' as a period of two to three years from 1 January 2025.
7. Based on a target CET1 ratio of 12.5 per cent.
8. Loan book (including structured asset sales).
9. In the six months ended 30 June 2025, the Group's lending proposition originated £2.7 billion of new loans, representing a year-on-year growth rate of 16 per cent. when compared with the six months ended 30 June 2024. Applying this growth rate to new originations in the year ended 31 December 2024 of £5.0 billion implies a run-rate origination volume for the year ending 31 December 2025 of approximately £5.8 billion.
10. References to the contribution of the Commercial franchise and the Retail franchise to the Group's total loan book are, in each case, references to its loan book (including structured asset sales).
11. £260 million investment represents business as usual and strategic technology expenditure, as well as people costs attributable to the Group's Chief Technology Officer and Chief Product Officer cost centres (to the extent not included in strategic technology expenditure).
12. Underlying cost to income ratio excludes the effect of provisions recognised by the Group.
13. Based on a target CET1 ratio of 12.5 per cent.
14. For this purpose, the Group models 'medium term' as a period of two to three years from 1 January 2025.
15. In the six months ended 30 June 2025, the Group's lending proposition originated £2.7 billion of new loans with a weighted average life ("WAL") of 3.6 years, representing a year-on-year growth rate of 16 per cent. when compared with the six months ended 30 June 2024. Applying this growth rate to new originations in the year ended 31 December 2024 of £5.0 billion implies a run-rate origination volume for the year ending 31 December 2025 of approximately £5.8 billion.
16. Loans originated before 2025 which are expected to be outstanding as at 31 December 2030.
17. Assuming the WAL of the new loans originated in that period is 3.6 years.
18. For this purpose, the Group models 'medium term' as a period of two to three years from 1 January 2025.
19. Based on a target CET1 ratio of 12.5 per cent.
20. £260 million investment represents business as usual and strategic technology expenditure, as well as people costs attributable to the Group's Chief Technology Officer and Chief Product Officer cost centres (to the extent not included in strategic technology expenditure).
21. Excluding one-off post-acquisition costs associated with the Group's acquisition of the JBR group of companies and one-off staff related costs.
22. Goodwill generated by acquisitions since 2011 net of capital contribution reserve. Excludes transaction impact of ThinCats acquisition which is immaterial.
23. Includes FY24 profit before tax for TML and BML, and annualised profit before tax for the JBR Group for the three months ended 31 December 2024.
24. Annual originations of £1.5 billion represent combined originations of £763 million for TML and BML for the six months ended 30 June 2025, presented on an annualised basis.
25. In each case, comparing the financial year prior to the date of their respective acquisitions by the Group to the six months ended 30 June 2025. Net operating income of £112 million represents combined net operating income for TML and BML for the six months ended 30 June 2025 of £44.5 million (excluding a net gain on sale of £23.3 million) presented on an annualised basis. The excluded £23.3 million gain on sale is then added back to reach £112 million.
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For more information, please contact: |
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Teneo Zander Swinburne Oscar Burnett |
T: +44 (0) 20 7260 2700 |
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Ardea Partners (Financial Adviser) Simon Lyons Michael Gregg |
T: +44 (0) 20 3848 8700 |
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Goldman Sachs John Wilkinson Owain Evans Laura Vincent |
T: +44 (0) 20 7774 1000 |
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Barclays Arif Vohra Matthew Naylor Ben Newmark |
T: +44 (0) 20 7623 2323 |
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KBW Alexander Smith Erik Anderson |
T: +44 (0) 20 7710 7600 |
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Deutsche Numis Inigo de Areilza Jamie Loughborough Michael Stocker |
T: +44 (0) 20 7260 1000 |
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UBS Rahul Luthra Alex Bloch Marco Guarino |
T: +44 (0) 20 7567 8000 |
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Slaughter and May is acting as legal adviser to Shawbrook.
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Further information on Shawbrook
Experienced Board and management team
The Group expects that there would be no change to the board of directors of the Company as a consequence of any IPO and accordingly, on Admission, the board of directors of the Company would comprise the following members of the Company's existing board of directors.
John Callender (Chairman)
John was appointed to the Board as Chairman in 2018, bringing extensive financial services experience, gained through both his Executive and Non-Executive careers. John previously served as Interim Chair and Chair of the Risk Committee on the Board of Aldermore Group plc, for six years, and Chair of Remuneration Committee and Non-Executive Director of Motability Operations plc for nine years. He also served as Chair of the trade body, the Finance and Leasing Association, Non-Executive Chair of ANZ Bank Europe Ltd, and Senior Independent Director and Chair of the Risk Committee of FCE Bank plc, as well as sitting on the Regulatory Decisions Committee for the Financial Conduct Authority for six years.
Marcelino Castrillo (CEO)
Marcelino joined Shawbrook as CEO in June 2021. Marcelino has a wealth of financial services experience across both retail and commercial banking, including senior leadership roles at NatWest and Santander in Retail and Commercial banking. Building on his experience at The Boston Consulting Group, working across multiple sectors and geographies, Marcelino has overseen significant digital and customer-centric transformation during his time at Shawbrook. Marcelino holds an MBA from MIT Sloan School of Management and a Masters in Industrial Engineering (ETSII, Madrid).
Dylan Minto (CFO)
Dylan joined Shawbrook in 2013 from KPMG LLP where he spent 11 years in their Financial Services practice advising large UK and European banks. Dylan was appointed permanent CFO in February 2017. He is a Fellow of the ICAEW and holds a dual BA Honours degree in German and Business Studies from Sheffield University.
Lan Tu (Senior Independent Director)
Lan was appointed to the Board in March 2022. Lan has over 30 years' experience in financial services, starting her career at McKinsey & Co., before holding a number of executive positions at American Express, Standard Life Aberdeen and Virgin Money Investments. Between 2015 and 2021, Lan was also a Non-Executive director of Arrow Global plc. She has a particular depth of experience in payments, digital/technology and organisational design. Outside of the Group, Lan is currently also a Non-Executive Director of Shawbrook Bank Limited, Paypoint plc and WNS (Holdings) Limited.
Janet Connor (Independent Non-Executive Director)
Janet was appointed to the Board in May 2022. Janet has over 30 years' experience in consumer-facing financial services, latterly in insurance. Starting her career at Abbey National (now Santander), she went on to hold a number of managing director positions at RIAS plc, Royal & Sun Alliance (in its More Than business) and most recently The AA Group, where she was a Managing Director of Automobile Association Insurance Services Limited. Outside of the Group, Janet is currently also a Non-Executive Director and Chair of Automobile Association Insurance Services Limited, and a Non-Executive Director and Chair of Domestic & General Insurance plc.
Derek Weir (Independent Non-Executive Director)
Derek was appointed to the Board in July 2024. Derek has over 35 years of financial services experience in corporate and commercial banking, both in the UK and internationally, including senior leadership roles at Royal Bank of Scotland and Barclays, with deep expertise in business growth and transformation across multiple sectors, including financial services, retail, construction, transport and sport. Derek has held a number of Non-Executive roles including Chair of the Board Risk Committee and Senior Independent Director at the Co-operative Bank. Derek has invested in a number of early-stage companies and is currently a Director of Halo Urban Regeneration Limited.
Andrew Didham (Independent Non-Executive Director)
Andrew was appointed to the Board in February 2017. Andrew has extensive financial services experience. He is a fellow of ICAEW, having enjoyed a successful career at KPMG LLP, becoming a partner in 1990, and subsequently as Group Finance Director of the international Rothschild investment banking group. Andrew is currently an Executive Vice-Chairman for Rothschild, the Chairman of NMR Pension Trustee Ltd, Non-Executive Director of each of IG Group Holdings plc, IG Index Limited, IG Markets Limited and IG Trading and Investments Limited, and Chairman designate of GCP Infrastructure Investment Ltd.
Michele Turmore (Independent Non-Executive Director)
Michele was appointed to the Board in October 2019. Michele has comprehensive experience in operations, transformation, IT and distribution leadership, with focus on the customer. She has operated across blue chip, mid-scale and start-up entities, including private equity backed banks. Michele previously held Executive and Chief Operating Officer roles at several banks, including Lloyds TSB, Harrods and Allica. Michele is currently a Non-Executive Director and Risk Committee Chair of Davies Broking Services Limited, Davies MGA Services Limited and Davies Intermediary Support Services Limited. She is also a Non-Executive Director, and Chair of the Remuneration Committee of Northern Bank Limited.
Cédric Dubourdieu (Institutional Non-Executive Director)
Cédric was appointed to the Board in September 2017. Cédric has 24 years of private equity experience, having led a number of investments in a variety of sectors across Europe. He holds a degree from Ecole Polytechnique, Paris. Cédric is a Partner of private equity firm BC Partners and sits on BC Partners' Investment Committee for relevant investment opportunities. BC Partners is an affiliate of Marlin. Outside of the Group, Cédric is also a board member of Davies Group, a leading provider of services to the insurance sector and other regulated sectors and Havea Group, Europe's natural health leader.
Lindsey McMurray (Institutional Non-Executive Director)
Lindsey was appointed to the Board in April 2010. Lindsey has been a private equity investor for over 25 years with a particular focus on the financial services sector. She has a First-Class Honours degree in Accounting and Finance and studied for an MPhil in Finance from Strathclyde University. Lindsey is Managing Partner of Pollen Street Capital and is Chair of their Investment Committee. Outside of the Group, Lindsey is also Non-Executive Director of several Pollen Street portfolio companies.
Important legal information
The contents of this announcement, which has been prepared by, and is the sole responsibility of, the Company, has been approved by Goldman Sachs International solely for the purposes of section 21(2)(b) of FSMA.
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States, Canada, Australia, South Africa, Japan or any other jurisdiction where such distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States (including its territories or possessions or any State of the United States and the District of Colombia (together, the "United States")), Canada, Australia, South Africa or Japan. The Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offering of securities by the Company, in connection with any possible IPO, in the United States, Canada, Australia, South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the "Prospectus Regulation", respectively); (B) if in the United Kingdom, are: (a) "qualified investors" within the meaning of Article 2(e) of the UK version of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated; or (iv) members of RetailBook's partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in any possible IPO, for onward distribution to retail investors resident in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom, is available only to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is available only to, and may be engaged in only with, Qualified Investors.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "targets", "anticipates", "expects", "intends", "may", "will", "forecast", "would", "could", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the directors of the Company (the "Directors") as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the Group's current view with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial position, results of operations, cash flows, liquidity, prospects, growth, strategies or other outcomes to be materially different from those expressed or implied by such statements.
The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, the Banks (as defined below) nor any member of the Company, nor any of such persons' respective affiliates or their respective directors, officers, employees, agents and/or advisers, nor any other person, accepts any responsibility for the accuracy of such forward-looking statements nor the assumptions underlying any of them nor the fairness of the opinions expressed in this announcement. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements may and often do differ materially from actual results. No representation or warranty is made that the outcomes express or implied by any forward-looking statement will come to pass or that any forecast results will be achieved. In addition, even if the outcomes expressed or implied in any forward-looking statement do come to pass, such outcomes may not be indicative of outcomes in subsequent periods. None of the Company, the Banks or any other person undertakes any obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, for any reason except to the extent required by law. You are therefore cautioned not to place any undue reliance on forward-looking statements.
The Registration Document mentioned in this announcement may be combined with a securities note and a summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus approved by the FCA is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, the Registration Document referred to in this announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall the Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be published by the Company in connection with the possible IPO. However, potential investors should note that the approval by the FCA of any Prospectus which may be published by the Company should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market.
The information in this announcement and the Registration Document mentioned in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should read the Prospectus, if published, and ensure that they fully understand and accept the potential risks associated with a decision to invest in Shares. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall this announcement or the Registration Document (or any part of them), or the fact of their distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
The Company may decide not to proceed with the possible IPO and there is therefore no guarantee that a Prospectus will be published, the IPO will proceed or that Admission will occur. Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Following Admission, the value of the Shares could decrease as well as increase. Neither this announcement, nor the Registration Document, constitute a recommendation concerning a possible IPO or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned.
Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, and nor shall any such statement be construed as, a profit forecast.
Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.
Ardea Partners International LLP is acting as a financial adviser to the Company in connection with the possible IPO. Ardea is not acting as an underwriter, sponsor or bookrunner, will not offer or sell any securities and will not identify, solicit or engage directly with potential investors in connection with the Offer.
Goldman Sachs International ("Goldman Sachs") has been appointed as Sponsor, a Joint Global Co-ordinator and a Joint Bookrunner, Barclays Bank PLC ("Barclays") has been appointed as a Joint Global Co-ordinator and Joint Bookrunner and each of Deutsche Bank AG, London Branch ("Deutsche Numis"), UBS AG, London Branch ("UBS") and Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods, "KBW") have been appointed as Joint Bookrunners in connection with the Offer. Goldman Sachs International is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Barclays Bank PLC is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG, trading for these purposes as Deutsche Numis is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the PRA. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the PRA are available from Deutsche Bank AG on request. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) is authorised by the FCA and regulated in the United Kingdom by the FCA.
Barclays, Deutsche Numis, Goldman Sachs, KBW and UBS are together are referred to herein as the "Banks". Each of the Banks is acting exclusively for the Company and no one else in connection with the possible IPO. None of the Banks will regard any other person as a client in relation to the possible IPO or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the possible IPO or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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